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BESPOKE DISCRETIONARY PORTFOLIO SERVICE TERMS & CONDITIONS NON NOMINEE

1 SCOPE AND APPLICATION

1.1 Purpose of these Bespoke Discretionary Portfolio Service Terms and Conditions (“The Terms”) The purpose of these Terms is to set out the basis upon which we, Brooks Macdonald Asset Management (International) Limited (“Brooks Macdonald”), agree to manage, on a discretionary basis, your portfolio of cash and investments as part of our Bespoke Discretionary Portfolio Service.

1.2 The Client Agreement between us These Terms form part of the Client Agreement between us. The Agreement between us comprises of: a) these Terms and Conditionsb) the General Terms of Businessc) the Client Agreement Letterd) the current Schedule of Charges (each as may be amended from time to time), together “The

Agreement” or “The Client Agreement”.1.3

1.4

1.5

Effective date The Agreement shall come into force on the date of the acceptance by us of a copy of the Client Agreement Letter signed and dated by you, or otherwise as agreed between us in writing. Our regulators We are regulated by the Guernsey Financial Services Commission (“GFSC”) in the conduct of investment business in Guernsey and by the Jersey Financial Services Commission (“JFSC”) in the conduct of investment business in Jersey. Our address in Guernsey is at First Floor Royal Chambers, St. Julian's Avenue, St. Peter Port, Guernsey GY1 2HH and in Jersey at Liberation House, Castle Street, St. Helier, Jersey JE2 3AT. The Rules The Agreement and all transactions are subject to the Rules. By the “Rules” we mean: 1.5.1 the applicable rules made by the GFSC and/or the JFSC relating to the conduct of

investment business of the type envisaged by this Agreement or any other rules of a relevant regulatory authority. In particular, the Rules will include The Licensees (Conduct of Business) Rules 2014 (the "LCOB Rules") and any codes of practice issued by the GFSC from time to time, the investment business codes of practice issued by the JFSC from time to time under the Financial Services (Jersey) Law 1998 (the “FSJL”), the Financial Services (Investment Business)(Client Assets)(Jersey) Order 2001 (the “FS Order”) and any other codes issued from time to time by the JFSC;

1.5.2 the rules of a relevant stock or investment exchange including, in particular, London Stock Exchange plc; and

1.5.3 all other applicable laws, rules and regulations as in force from time to time. This means that: 1.5.4 if there is any conflict between this Agreement and any Rules, the latter will prevail; 1.5.5 we may take or omit to take any action we consider necessary to ensure compliance

with any Rules; and 1.5.6 such actions that we take or omit to take for the purposes of compliance with any

Rules shall not render us or any of our directors, officers, employees or agents liable to you.

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2. SCOPE OF OUR DISCRETION

We do not provide financial planning. We look after excess capital - that is capital which is not earmarked for other financial commitments. Whilst we do take into consideration any time horizons for future financial commitments, which you might tell us about, holistic financial planning remains the responsibility of the client or their appointed professional adviser.

2.1 Our discretion You grant us full authority (subject to our following your overall investment objective, as set out in the Client Agreement letter, and to the other controls we describe in Term 3) at our discretion, without the need to check with you, to enter into any kind of transaction on your behalf, using a broker or agent if we choose, (whether by way of purchase, sale, retention, exchange or other dealing, by the making of deposits or offers for sale, by the acceptance of placings or otherwise) in the following investments: 2.1.1 General investments

(a) shares in British and foreign companies, debenture stock, monies, currenciesand loan stock, bonds, notes, certificates of deposit, commercial paper or otherdebt instruments including government, public agency, municipal and corporateissues, Eurobonds, fixed interest and other securities denominated in anycurrency, Treasury Bills and other money market instruments (referred tocollectively as "core investments");

(b) investments subject to stabilisation;(c) non-readily realisable investments and off-exchange transactions;(d) warrants to subscribe for relevant core investments;(e) depository receipts or other types of instrument relating to core investments

and warrants;(f) unit trusts, open ended investment companies, mutual funds and other

collective investment schemes in the UK and elsewhere including hedge funds,investment trusts, other closed ended schemes and alternative investments, anyof which may employ gearing or other forms of leverage;

(g) precious metals, commodities and bullion;(h) options, whether on any investments listed above, on any currency, on precious

metals or commodities, or an option on an option (including for hedgingpurposes); and

(i) all other securities/investments of any type.2.1.2 Options (derivatives)

a) we will not (unless separately agreed in writing between us) invest in anyderivative involving an uncovered contingent liability. We also will notpurchase or otherwise deal in off-exchange derivatives on your behalf;

b) we will, where we think appropriate (subject to your overall investmentobjective and subject to the other controls we describe in Term 3 below) deal onyour behalf on a recognised or designated investment exchange in derivatives.

Your attention is drawn to the Explanatory Note on Warrants and Derivatives Risk Warning contained in these Terms. If you are in any doubt as to the types of investment described above, your Account Manager will be able to explain them to you on request.

2.2 Market, exchange rules and practice We or our agents will carry out transactions in investments on your behalf in accordance with the rules and regulations of the relevant market or exchange. You authorise us and our agents to take all steps that may be required or permitted by the market or exchange concerned and otherwise to act in accordance with good market practice.

2.3 Your overall investment objective You appoint us to manage investments held in your portfolio on a discretionary basis. Your overall investment objective is outlined in the Client Agreement Letter which forms a part of

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the Agreement. Please bear in mind that investment objectives are just that (objectives). Although we will exercise reasonable skill, care and diligence in attempting to achieve your investment objective, our selection of investments, changes in their value, or market conditions generally may prevent or hinder us from achieving the objective.

2.4 Acting as principal You authorise us to act as principal in transactions with you if at any time we regard this as appropriate.

2.6 Agency crosses From time to time we may arrange agency cross transactions by pairing client’s transactions, where to do so would be to the benefit of both clients. Where we do this we will comply with our Policy on Conflicts of Interest and Best Execution to ensure that both parties to an agency cross are treated fairly.

3. SPECIFIC CONTROLS ON OUR DISCRETION

In addition to the controls on our discretion arising from your chosen overall investment objective, our discretionary management of your portfolio is subject to:

3.1 Suitability We have an obligation under the Rules not to effect or arrange a discretionary transaction with or for you unless the transaction is suitable for you, and your portfolio, having regard to facts disclosed by you and other relevant facts about you of which we are, or reasonably should be, aware. Please note that we can only manage your portfolio on the basis of the information that you have provided to us. To the extent that any of the information that you have provided to us is incomplete or inaccurate, or if you have declined to provide us with information at all, then this will affect our ability to manage your portfolio properly, or to determine what investments may be suitable for your portfolio, and you agree that we shall not be responsible for any losses (or loss of opportunity to gain) that may arise as a result of such incomplete, inaccurate or missing information. We consider suitability across the client portfolio and as a component of the overall portfolio, and not on a per security basis.

3.2 Best execution In effecting transactions on your behalf in respect of your portfolio we are required under the Rules to seek best execution - this means, in broad terms, that we will ensure: 3.2.1 we take reasonable care to find out the best price available for you in the relevant

market at the time for the kind and size of transaction concerned; 3.2.2 unless your interests would be better served otherwise, we will deal at a price which is

no less advantageous to you than that which is the best available (excluding any charges disclosed to you made by us, our appointed nominee, or, an agent appointed by us); and

3.2.3 we will consider the certainty that execution can be effected and the overall cost of execution.

4. CUSTODY SERVICES

4.1 Custody of Investments and Payment

4.1.1 You are responsible for ensuring the safe custody of the investments in your portfolio including, if appropriate, the appointment of a suitable bank or custodian to hold such investments on your behalf. If you do appoint a bank or custodian to hold your investments (a “Custodian”) it is important that you make arrangements for such custodian to act in accordance with our instructions promptly to receive or deliver cash or investments and to deliver or cause to be delivered such certificates (or other documents constituting or evidencing title), instruments of transfer, powers of attorney and other documents as we may require in order to settle transactions and/or to transfer title to any investments in your portfolio. We cannot accept any responsibility

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for documentation lost or delayed in transit to us. 4.1.2 If you do not appoint a Custodian then you will be responsible for receipt and delivery

of the cash, investments and documents in accordance with Term 4.1.1 above. 4.1.3 In the event of a failure, or anticipated failure, by you or your appointed Custodian to

make a payment or to deliver any investments due to us (or our agents), we may retain any funds, securities or other investments due to you and to offset the liability against them. We may also reverse any outstanding positions. If you or your appointed Custodian have not paid any amount owing within 5 days after the due settlement date, we may also sell any investments in our possession and to use the proceeds to meet the liability. Lastly, if you or your appointed Custodian do not make a payment due to us by the due settlement date we reserve the right to charge interest on the overdue amount in accordance with our Terms of Business.

4.1.4 Please note that where you instruct us to use a particular custodian, or to register or record your investments other than in your name or the name of our nominee, you do so at your own risk.

4.2 Settlement services When, in the exercise of our discretion, we effect transactions for you we shall (subject to us receiving any necessary documents and funds): 4.2.1 purchase investments on your behalf; 4.2.2 register or otherwise record investments in registrable form in your name or in the

name of your Custodian as appropriate; 4.2.3 sell investments on your behalf, in each case using best endeavours to effect the legal transfer of the investment, transfer or, as appropriate, obtain documents of title or amend other records of ownership and pay the purchase price or collect the proceeds of sale.

4.3 Shareholder rights As the legal owner of investments held in certificated form, you or your Custodian will receive notification of matters affecting your investments direct from companies. You or your Custodian are responsible for informing us in a timely fashion of any rights or other matters attaching to your investments, and we shall, in the discretionary management of your portfolio, decide upon what action to take in respect of such rights or other matters as we see fit. We cannot accept any responsibility for any losses (or loss of opportunity to gain) incurred as a result of any act or omission in circumstances where you or your Custodian have not advised us in good time of any rights or other matters attaching to your investments.

4.4 The composition of your portfolio - regular analyses and valuations 4.4.1 At the regular intervals specified in the Agreement but not less frequently than required by the Rules, we will let you have a statement which will show the value of your portfolio at the beginning and end of the report period, changes in the investments held in the portfolio during, and investments held at the end of, the period. 4.4.2 Unless indicated to the contrary, valuation of your listed investments will be based on the mid-market closing price of the relevant securities as published by the relevant stock exchange on which such securities are listed, and valuation of any unlisted investments will be carried out in accordance with our valuation policy, copies of which are available on request. If you have any questions on the basis of our valuations then please contact your Account Manager. 4.4.3 Contract notes, statements and valuations shall, in the absence of manifest error, be conclusive and deemed acknowledged by you as correct unless you notify us within 7 days of receipt or we notify you of any error.

4.5 Lending, depositing or borrowing Unless otherwise agreed between us:

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4.5.1 we will not lend your investments (or other property) to any third party; 4.5.2 we will not deposit your investments (or other property) by way of security with a

third party; 4.5.3 we will not borrow money on your behalf from a third party whether or not using

your investments as security. 4.6 Liens/security interests

Save in the circumstances described in Term 13.4 we will not hold a lien or security interest over all or any of your investments.

5. YOUR CASH

5.1 Cash balances 5.1.1 From time to time we will hold cash balances in respect of your portfolio. 5.1.2 Any cash will be held by us (and you so authorise it to be held) in an account with a

bank chosen by us as suitable for the purpose. 5.1.3 We accept no liability for the acts or omissions of the bank chosen by us, provided that

we use reasonable care in selecting a suitable bank, and we cannot accept liability for the interest rates offered by the bank in question.

5.2 Interest on credit balances Interest earned on your money shall accrue on a daily basis and be credited quarterly to, or upon the closure of, the account.

5.3 Further details Details of how we hold your cash on deposit, including applicable rates of interest, can be found in our General Terms of Business.

6. COMMUNICATING WITH EACH OTHER

6.1 Communication to us by post

Unless we tell you to the contrary, please write to us at the address of your Brooks Macdonald branch. We will (subject only to Term 6.7) act on your instructions when we receive them.

6.2 Communication to us by fax, e-mail or telephone You may instruct us by fax, e-mail or telephone, but you must be aware that instructions delivered in this way are entirely at your own risk. We will (subject to Term 6.7 below) act upon instructions received by telephone, e-mail or fax when agreed but we cannot accept any responsibility for any inconsistency between telephoned, e-mailed or faxed instructions and your subsequent written confirmation (if any). Instructions may be given by fax, e-mail or telephone between the hours of 07:30 and 17:30 (at the local time of your branch), or outside of these hours by prior agreement with us. If such instructions are received outside of these hours then they will be acted upon on the next business day following receipt of the instructions.

6.3 Record keeping and recording of calls We may record telephone conversations and retain copies of them, any transcripts and any written communication we have with you. These will be used for the purposes of administering your account, training purposes, and to evidence compliance with regulatory requirements, in the event of a dispute or as evidence in court.

6.4 Communication to us by a third party authorised by you If you authorise us to accept the instructions of a third party as your instructions we will do so until we receive notice to the contrary from you. The same rules (see Terms 6.1, 6.2 and 6.3) apply to written, telephoned, e-mailed or faxed instructions received from an authorised third party as they do to instructions received from you and you must ensure that your authorised third party complies with these Terms

6.5 Confirmation of instructions Without prejudice to the generality of Term 6.8 below, if you give us a substantial or unusual instruction, or if we have any other concerns, doubts or queries with regard to your instructions, then we may verify the instruction with you before we carry out the transaction

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for your protection. We cannot be held responsible for any losses (or loss of opportunity to gain) which may result from delays caused by our verifying or confirming instructions with you in this way.

6.6 Our right not to act on your instructions We reserve the right not to act on instructions received from you in our absolute discretion, and without giving reasons. Circumstances in which we might refuse to act on your instructions include, but are not limited to, if: 6.6.1 to do so would involve us or you in a breach of legal and/or regulatory requirements;

or 6.6.2 we believe on reasonable grounds that to do so would be impracticable or against

your interests; or 6.6.3 the instructions are unclear or we have any concerns over the subject of such

instructions, and have been unable to verify or confirm such instructions with you; or 6.6.4 to do so would run the risk of us suffering financial loss. We will not be liable for any loss or expense (or loss of opportunity to gain) incurred if we refuse to act on your instructions.

6.7 Communications by us to you We will write to, fax or telephone you and/or, as appropriate, a third party authorised by you, at the relevant address as set out in the Agreement or any other address(es) you notify to us in writing. We may also e-mail you at e-mail address(es) if agreed. All correspondence and notices sent by us shall be deemed to be received by you two business days after posting if sent by first class pre paid post to addresses within the UK, or seven business days after posting if sent by airmail post to addresses outside the UK.

6.8 Our right to rely on your instructions and exclusion of liability If we act upon any instructions given by you, whether in writing, by fax, e-mail or telephone or otherwise, we shall not accept any liability for any loss you incur if it reasonably appears to us that the communication was sent by you or a third party authorised by you. Neither shall we be liable for any loss you incur as a result of our or your failing to receive for whatever reason any communication sent by these methods or as a result of receipt by any third parties of any such communication. Finally, we cannot accept any liability to you arising from breach of confidentiality or for any loss incurred if any other person sees any communication which we send to you by post at your address or which we send electronically to your e-mail address as specified above.

7. YOUR UNDERTAKINGS

7.1 Acceptance and authority You agree to accept and to be bound by the terms of the Agreement and undertake that you have full power and authority to enter into, and to instruct us, on the terms of, the Agreement.

7.2 Information You warrant and undertake: 7.2.1 that all the information you have supplied to us (including details of residence and

domicile for tax purposes) is complete and accurate; 7.2.2 to notify us promptly in writing of any change to the information supplied by you; 7.2.3 to provide us with any additional information which may be required by any

government or regulatory authority in connection with, or relating to the Agreement. 7.3 Non-reliance

In entering the Agreement (you acknowledge and agree that you have not relied on any representation, warranty or other assurance (except as set out in this Agreement), whether oral, written, express or implied.

7.4 Your investments You undertake that: 7.4.1 (unless you have specified to the contrary in writing) the investments and cash within

and introduced to your portfolio are within your legal or beneficial ownership, have been lawfully introduced and will remain, for the term of the Agreement, free from all

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liens, charges and any other encumbrances; 7.4.2 no-one else has or will have any rights in respect of the investments in your portfolio

including rights to demand that they be transferred to settle amounts you owe, or to sell the investments; and

7.4.3 whilst the Agreement continues you will not, except through us, deal, or authorise anyone else to deal, in the investments in your portfolio.

7.5 Documents You undertake to sign and/or produce, by the time we ask you to, any documents we or our appointed nominee need to enable us to carry out our respective duties.

7.6 Indemnity You and your personal representatives indemnify us against all proceedings, actions, costs and expenses, claims, demands and/or other liabilities incurred by us, our agents, any other nominee or any eligible custodian, as a consequence of: 7.6.1 any breach by you of the terms of the Agreement; 7.6.2 the provision by us to you of our discretionary services; 7.6.3 a failure by you to deliver any securities or make any payment due to us; and 7.6.4 our acting on any instruction which we reasonably believe to have been approved by

you or given on your behalf. We shall charge interest on any amounts owed by you to us pursuant to this indemnity at the rate set out and in accordance with our General Terms of Business. This indemnity shall not apply to the extent of any liability caused by a breach of these terms by us, our agents, any nominee or any eligible custodian, or the negligence or wilful default of us, our agents, any nominee or any eligible custodian.

8. CLIENT PROTECTIONS

8.1 Material interests and conflicts We may, without asking you first, effect transactions for you when we have a direct or indirect material interest (or a relationship with another party) which may involve a conflict with our duty to you. Examples include: 8.1.1 if any of our directors, or employees, or those of an associate, is a director of, holds or

deals in securities of, or is otherwise interested in any company whose securities are held or dealt in by us on your behalf;

8.1.2 a transaction carried out on your behalf is in securities issued by an associate or a customer of an associate of ours;

8.1.3 a transaction carried out on your behalf relates to an investment in respect of which we, or an associate of ours, may benefit from (or in the past have benefited from) a commission, fee, mark-up or mark-down payable otherwise than by you, and/or we or an associate of ours, may also receive or have received fees from the counterparty to such a transaction;

8.1.4 if we deal on your behalf with an associate of ours; 8.1.5 if we act as agent for you in relation to transactions in which we are also acting as

agent for other customers and/or associates; 8.1.6 if, in exceptional circumstances, we act as principal in transactions with you; 8.1.7 if a transaction carried out on your behalf is in units or shares of collective investment

schemes e.g. unit trusts, and we, or an associate of ours, acts as manager, operator, or adviser to the scheme concerned;

8.1.8 if we effect transactions on your behalf involving placings and/or new issues with an associate of ours who may be acting as principal or receiving an agent's commission;

8.1.9 if a transaction carried out on your behalf is in the securities of a company for which we or an associate of ours has underwritten, managed, or arranged, an issue or offer for sale within the period of 12 months before the date of the transaction.

You authorise us to deal on your behalf in each of these and any similar situations. We are under no obligation to account to you for any profit, remuneration or commission received by us or our associates as a result of any of these, or similar, situations. Please bear in mind,

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however, that for your protection, our employees are required to comply with our policy on Conflicts of Interest. The Policy requires our employees to disregard any material interest when providing discretionary management services for you and to resolve any potential conflict fairly.

8.2 Confidentiality We will use reasonable endeavours to ensure that all confidential information relating to you and your portfolio is kept confidential. However, you authorise us to disclose information (confidential or not): 8.2.1 to our employees (or employees of our agents, including without limitation any

nominee or any eligible custodians, our auditors, our legal advisors or other persons appointed by us in connection with your portfolio) on a need-to-know basis;

8.2.2 to the GFSC, the JFSC and any other regulatory authority, to the extent that they are entitled to the information sought;

8.2.3 otherwise as may be required by law or best investment business practice, industry regulations or codes of practice.

8.3 Data protection We are registered under, and will process your personal data in accordance with, current applicable data protection legislation. You consent to: 8.3.1 the processing of your personal data by us, our agents, any nominee, eligible

custodians and associates for the purpose of carrying out our duties to you; 8.3.2 the transfer of your personal data to our agents, any nominee, eligible custodians and

associates and/or others we appoint to help us carry out our duties to you; 8.3.3 the transfer, storage and processing of your personal data in countries outside the

European Economic Area for the purpose of carrying out our duties to you; You have the right to inspect information we hold regarding you and your portfolio although

we may charge an administration fee of up to the legal maximum from time to time. From time to time, we, or one of our associates, may notify you of other services offered by us

or our associates. If you would prefer not to receive such information you should indicate this to your Account Manager;

8.4 Complaints If you have a complaint in respect of our discretionary services you should in the first instance write to our Compliance Officer at your branch. Your complaint will be investigated and a written response will be provided to you within a reasonable period of time.

8.5 Telephone calls To help us manage and administer your portfolio properly (and for other purposes relevant to our discretionary services) our representatives or employees may occasionally call you on the telephone without clearing this with you first. If you don’t want us to do this then please advise your Account Manager. If as a result of a telephone call of this sort you enter into a further investment agreement with us (i.e. an agreement for us to provide you with investment services) you will be bound by the agreement and not have the right to opt to treat it as cancelled.

9. MATTERS WE WANT TO DRAW TO YOUR ATTENTION

9.1 Investment risk

We believe that investment risk is defined as the possibility of suffering a loss to invested capital and that there are three main factors to consider: a) Volatility - The value of investments and the amount of income derived from them may go

down as well as up. All investments can be affected by a variety of factors, including macro-economic market conditions such as the interest or exchange rate environment, or other general political factors in addition to more investment or investment specific factors.;

b) Liquidity - the risk that you may not have access to your investment when you require it;

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c) Expectation - the risk that your portfolio fails to meet your income and capital growth objectives within your chosen time frame.

When deciding whether to invest your excess capital, you should ask how comfortable you would be with investment risk. Risk is subjective and as such can vary significantly from person to person. As all investment involves a degree of risk you need to be prepared to see some fall in the value of your investment from time to time. Past performance is not a reliable indicator of future results. We draw your attention to the following, non exclusive, points concerning investment risk. 9.1.1 Borrowing, leverage and gearing

The use of borrowing techniques (often referred to as leverage or gearing) in order to invest will increase the volatility and the risk of an investment. Borrowings may occur within a company or within an investment vehicle. Borrowing is not necessarily a bad thing – companies can use borrowing to increase investment in their business and investors (and investment vehicles) can use borrowing to gain a greater exposure to the investment than the original purchase price. Of course, such borrowings come with risks in all cases, including: (a) Movements in the price of an investment may lead to much greater volatility in the value of the leveraged position and this could lead to sudden and large falls in value; (b) The impact of interest costs could lead to an increase in any rate of return required to breakeven; or (c) A client may receive back nothing at all if there are significantly large falls in the value of the investment.

Whilst portfolios managed by Brooks Macdonald do not include borrowing, individual investments we purchase for clients may incorporate a degree of borrowing. 9.1.2 Taxation

The tax treatment of an investment for clients is relevant only to the specific circumstances of each client. There can be no guarantee that the nature, basis, or incidence of taxation may not change during the lifetime of an investment. This may cause potential current or future tax liabilities.

9.1.3 Equity securities and shares Ownership of an equity security represents a direct stake in the company concerned. Such an investment will participate fully in the economic risk of the company and its value can therefore fall as well as rise. The volatility of equity markets can change quickly, and cannot be assumed to follow trends. In adverse market conditions irrecoverable capital losses could be incurred. In the worst case, a company could fail which means their equity securities become worthless.

9.1.4 Different types of shares: (a) Ordinary shares Ordinary shares are issued by limited liability companies as the primary means of raising risk capital. There is no obligation to repay the original cost of the share, or the capital, to the shareholder until the issuer is wound up. In return for the capital investment in the share, the issuer may make discretionary dividend payments to shareholders either in the form of cash or additional shares. There is no guaranteed return on an investment in ordinary shares for the reasons set out above, and on a liquidation or winding up of the issuer ordinary shareholders are amongst the last of the creditors with a right to repayment of their capital (and any surplus funds). This could lead to a loss of a substantial proportion, or all, of the original investment.

(b) Preferences shares Preference shares give shareholders the right to a fixed dividend, the calculation of which is not based on the success of the issuer company. They therefore tend to be a less risky form of investment than ordinary shares. Preference shares do not usually give shareholders the right to vote at general meetings of the issuer, but shareholders will have a greater preference to any surplus funds of the issuer than ordinary

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shareholders, should the issuer go into liquidation, though preference shareholders’ rights are below those of other general creditors.

(c) Depositary receipts Depositary receipts (ADRs, BDRs, etc.) are negotiable certificates typically issued by a bank that represent a specific number of shares in a company, traded on a stock exchange which is local or overseas to the issuer of the receipt. They may facilitate investment in the companies due to the widespread availability of price information, lower transaction costs and timely dividend distributions. The risks involved relate both to the underlying share and to the bank issuing the receipt.

(d) Penny shares There is an extra risk of losing money when shares are bought in some smaller companies, including penny shares. There is a big difference between the buying price and the selling price of these shares. If they have to be sold immediately, you may get back much less than you paid for them.

(e) Money market instruments A money-market instrument is a borrowing of cash for a certain period, usually no longer than six months, but can be up to one year. The lender takes a deposit from the money markets in order to lend (or advance) it to the borrower. The borrower must specify the exact amount and the time period for which he wishes to borrow. Money market instruments are exposed to credit and interest rate risk.

(f) Debt securities and fixed income funds The value of debt investments (or “bonds”) is usually more stable than equity investments. However in some circumstances, particularly when interest rates are changing, the value of bonds can be uncertain. The most common use of a bond is to provide a reliable yield, or source of income until maturity. The value of a bond can be adversely affected by a number of factors such as: (i) credit rating of the issuer, which reflects their ability to repay the amounts payable when they fall due;

(ii) market expectations on interest and inflation rates; (iii) amount of interest payable (the coupon); (iv) the length of time until the debt falls due for repayment; or

(v) the seniority of a bond within the capital structure of a company, and the quality of any security available. The factors which are likely to have a major impact on the value of a bond are the perceived financial position of the issuer along with changes to market interest rate expectations. When interest rates rise, the value of debt securities can be expected to decline. Fixed-rate transferable debt securities with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities. Bonds issued by major governments or supranational bodies tend to be lower risk investments, while the risks of other debt securities (such as those with emerging market or corporate issuers) can vary greatly. Where an issuer is in financial difficulties, the risk of default on repayment obligations increases and little or no capital may be recovered. Any amounts repaid may take a significant amount of time to obtain.

9.1.5 Exchange traded funds (ETFs) ETFs are investment funds, traded like shares, which hold assets such as shares, commodities or bonds. They normally closely track the performance of a financial index, and as such, their value can go down as well as up and you may get back less than you invested. Some ETFs rely on complex techniques, or hold riskier underlying assets to achieve their objectives, and therefore have additional layers of risk than is at first obvious.

9.1.6 Structured products ‘Structured products’ is the generic phrase for securities which provide economic exposure to a wide range of asset classes using a structured approach. This may include providing capital protection such that an investor will not have economic exposure to performance of the underlying assets below a certain level. This includes

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products where the potential return from your investment may be different to that normally expected from the underlying assets. These are sometimes known as Structured Capital At Risk Products or SCARPS. Most structured products strategies are exposed to the credit rating of the product issuer, meaning that repayment could be at risk if the issuer is not able to repay the sums due under the terms of the product. However, some products may include a guarantee to mitigate these potential credit risks. Investors should be aware that the return of capital invested at the end of the investment period is not guaranteed and therefore investors may get back less than was originally invested. The issuer will not typically have a trading history and may have been specially established to create the product. Some issuers may have a credit rating. Investors should understand both the nature of the underlying assets and extent of their economic exposure to those assets. Some structured products may offer high income or a high level of participation to the capital growth experienced by the underlying assets. These products generally do not incorporate capital protection, and any that is provided is dependent on a financial index or basket of indices meeting certain conditions during the product life (such as a minimum value). Such products generally include leverage, and their value can be subject to sudden and large falls if the conditions which disapply protection arise. Investors should review product documentation carefully for details of any factors which might impact on how the payoff from a product may change with different economic or market conditions. Where the payoff from a product incorporates conditional protection, if the protection barrier is breached the capital value of an investment will be exposed to the full risk of the underlying. Investors should be aware that the product terms described only apply to investors who invest at launch and who hold the product until final maturity. It is important to note that early redemption or secondary market purchase could result in a capital loss, even where the product terms protect or guarantee return of the nominal amount purchased. These products may also not be readily realisable which means that it may be difficult to liquidate or sell a product of this type.

9.1.7 Alternative investments Alternative investments may be used to diversify the investment risks within a portfolio. Such investments may involve unique or unusual risks as a result of providing alternative sources of return for a portfolio. Many alternative investments are structured as unregulated, or lightly regulated, funds. This means that standards of operation, administration and management are determined privately by the operator of the fund rather than by force of regulation. “Alternative investments” can cover a very wide range of investment products such as: a) Hedge funds are investments which, in contrast to conventional “long only” funds, may employ a variety of different strategies to produce returns. The type of strategies and investments envisaged by a hedge fund will be a key determinant of how risky the investment will be. Strategies may range from low risk absolute return funds up to high risk or speculative funds which make use of extensive borrowing in an attempt to make maximum gain from their investment strategy. Investments undertaken by hedge funds may be narrowly based around a specific type of asset or trading strategy, and the returns may be adversely affected by very specific market or industry circumstances. It is therefore important to understand the type of strategy and investment to be used in any hedge fund. (b) Private equity funds commonly invest in any form of equity or company that is not openly traded via a public investment exchange. The companies concerned will therefore raise finance privately and will not be subject to stringent listing rules or filing requirements as a result. This factor means that private equity funds may invest in a wide range of unlisted companies. This may include start-up companies with little or no proven track record right up to significant companies with long and established trading histories. Examples of private equity strategies and associated risks include: (i) non-transferable investments, or a long “lock up” period during which the investment cannot be sold (even if a buyer is found it may not be possible to sell, and

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any sale which is permitted may not occur at a price which reflects the value of the underlying assets); (ii) using committed capital that may be drawn down during a capital commitment period (investors may need to make further payments to satisfy the capital calls made throughout the commitment period); (iii) investing in a focussed portfolio of investments (which could lead to an undiversified economic exposure to the underlying assets);

(iv) Using significant leverage or borrowing (which amplifies possible risks), and; (v) a possible lack of scrutiny or accountability of management to shareholders for decisions they make. (c) Property funds involve a number of risks particular to this class of asset. Notably fixed property is immovable and might not be easy to sell or to value independently. As a result of the illiquid nature of property, realisation may take some time. There is no guarantee that the underlying properties will remain occupied, or that they might not incur significant maintenance or restoration costs which may impact on the returns available. All property is subject to local risks which may be unique in nature, which may be caused by factors such as the prevailing legal, economic, environmental or political circumstances. Investors in property development funds face additional risks related to the successful completion of the development project both on time and according to budget. Even if a project is successfully completed, there is no guarantee that properties will either be sold or tenanted at the intended cost or timeframe. Returns available from property funds may also be affected by leverage where borrowing is used to finance either construction or purchase. (d) Commodities linked products are often achieved either via a structured product over a commodities index or basket of different commodities or by using a commodity derivative. These investments are affected by a variety of political, economic, environmental and seasonal factors and their value can fall as well as rise.

9.1.8 Units in collective investment schemes Generally, a collective investment scheme will involve an arrangement that enables a number of investors to ‘pool’ their assets and have these professionally managed by an independent manager. Investments may typically include gilts, bonds and quoted equities, but depending on the type of scheme may go wider into derivatives, real estate or any other asset. There may be unknown risks on the underlying assets held by the scheme. Investment in such schemes may reduce risk by spreading the investor’s investment more widely than a direct investment in the assets. The reduction in risk may be achieved because the wide range of investments held in a collective investment scheme can reduce the effect that a change in the value of any one investment may have on the overall performance of the portfolio. However, even though the risk is spread the price or value of the portfolio as a whole can fall as well as rise.

9.2 Non-readily realisable investments and illiquid investments Please bear in mind that non-readily realisable investments are investments in respect of which there is no recognised market. It may therefore be difficult to deal in any such investment or to obtain reliable information about its value or the extent of the risks to which it is exposed. We will generally try to invest in relatively liquid investments; however circumstances can change over time for reasons outside of our control and a liquid investment can become an illiquid or non readily realisable investment through circumstances outside of our control.

9.3 Investment trusts and other investment funds Investment trust companies and other investment funds use or have the ability to use gearing as an investment strategy or may invest in other companies that may use gearing as an investment strategy. Movements in the price of the securities may be more volatile than the movements in the price of the underlying investment. The securities may be subject to sudden and large falls in value and investors in such securities may get back nothing at all if the fall in value is sufficiently large.

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In order to invest in certain investment funds payment may be required in advance of the day on which shares or units in such funds are issued (“the Subscription Day”). In addition some funds such as open ended funds or hedge funds may be unable to provide a final price and number of shares/units until a number of weeks after Subscription Day. We will endeavour to provide full details as soon as the information is available but will not be responsible for any delay.

9.4 Exchange rate risk On your behalf we may effect transactions in an investment denominated in a currency other than the agreed base currency of your portfolio (which is the currency in which your portfolio is valued). A movement in exchange rates may have a separate effect, unfavourable as well as favourable, on the gain or loss otherwise experienced on the investment concerned. The base currency of your portfolio is specified in the Agreement.

9.5 Derivatives Please read carefully the Explanatory Note on Warrants and Derivatives Risk Warning in the Agreement, and let us know if you have any questions on the contents of the risk warning. By signing and returning the Client Agreement Letter you will be deemed to have read and understood the contents of the risk warning.

9.6 Aggregation Subject to the Rules, we may trade together transactions in respect of your portfolio with those of other customers and of our employees and associates and their employees without asking you first.

9.7 Soft commission agreements A soft commission agreement is, in broad terms, an agreement between an investment manager and another party, under which the investment manager receives the benefit of certain services in return for using the other party to effect transactions for a customer portfolio. The services concerned can include the other party providing valuation or safe custody services. We may enter into soft commission agreements from time to time. Details of any soft commission arrangements can be provided on request.

10. THE EXTENT OF OUR RESPONSIBILITY FOR OUR ACTIONS AND THE ACTIONS OF OTHERS

10.1 Our responsibility We will carry out our duties with reasonable skill, care and diligence, and in accordance with the instructions and authority you have given us. As long as we do this we cannot and do not accept any liability for any loss, cost or other liability (or the loss of an opportunity to gain) which arises from the exercise of our discretionary services for and on your behalf unless the loss, liability or cost is caused by our own negligence, wilful default or fraud. In such cases our liability will be limited to the replacement of investments or monies lost as a direct result of our act or omission. In no circumstances shall we be liable for any indirect or consequential losses, however incurred.

10.2 No warranty of performance Without prejudice to the generality of Term 10.1 above, no warranty is given as to the investment performance or profitability of your portfolio. We cannot accept any responsibility for any decrease in or loss of opportunity to increase the value of your portfolio except in cases of our negligence, fraud or wilful default.

10.3 Waiver of fiduciary duties You agree that, although we will act as your discretionary manager, the only duties that we owe to you are those set out expressly in the Client Agreement between us and that we do not owe you any other or further duties or obligations (whether arising from the fact that we are acting as your fiduciary or otherwise). You also agree that any consent or waiver given by your acceptance of these Bespoke Discretionary Portfolio Service Terms and Conditions in relation to any duty or obligation we might otherwise owe you shall be valid, effective and comprehensive even though the consent (or the disclosure to which it relates) is general only and not specific to the transaction concerned.

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10.4 Custodians/agents We cannot be responsible for any loss arising from the default of you or your appointed Custodian or agent whether the loss arises from the loss of funds, investments, title documents, other property, or otherwise.

10.5 Events outside our reasonable control We cannot accept responsibility for losses you suffer as a result of us (or our agents, our appointed or other nominees, eligible custodians or others appointed by us) failing to comply with the terms of the Agreement as a result of circumstances outside our or their reasonable control. These circumstances would include, but are not limited to: any act of God, fire, natural disaster, act of Government or supranational bodies or authorities or state, any regulatory constraint on our activities, war, civil commotion, insurrection, act of terrorism or threat thereof, embargo, industrial dispute, inability to communicate with market makers for whatever reason, unanticipated dealing volumes, failure of any telecommunication, computer dealing or settlement system, prevention from or hindrance in obtaining any energy or other supplies, labour disputes of whatever nature, late or mistaken delivery or payment by any bank or counterparty, the failure of any relevant intermediate broker, agent of ours, appointed provider, custodian, sub-custodian, nominee, dealer, exchange, clearing house or regulatory or self-regulatory organisation to perform its obligations for any reason or any other reason beyond our control.

10.6 Preservation of rights under the Rules Nothing in these Terms is intended to have, or has, the effect of excluding or restricting our duties or liabilities to you under any applicable Rules.

10.7 Tax status We will endeavour not to prejudice any tax status of yours as notified to us. However, we do not hold ourselves out as tax advisors and you are recommended to take independent advice prior to establishing your portfolio. You (or your professional advisers) must remain responsible for the management of your own tax affairs, and we accept no liability for taxes, penalties or other costs suffered by you as a result of our actions or omissions performed in accordance with this Agreement.

11. DELEGATION / USE OF ASSOCIATES / AGENTS / AUTHORITY

11.1 Associates/others

We may delegate any of our responsibilities under the Agreement to an associate or any other third party. We remain responsible for the acts and omissions of those to whom we delegate. We will give you prior written notice of any delegation of the exercise of our discretionary services.

11.2 Agents 11.2.1 We may employ agents (including associates) to carry out administrative, dealing,

custodial and ancillary services necessary to enable us to perform our obligations under the Agreement. We will act in good faith and with due diligence in our choice and use of such agents.

12. CHARGES AND EXPENSES

12.1 Charges You agree to pay us the charges as set out in our Schedule of Charges (as may be amended from time to time) OR as otherwise agreed in the Client Agreement Letter. The Schedule of Charges or Client Agreement Letter outlines: 12.1.1 the basis of calculation of our charges; 12.1.2 how they are to be paid and collected; 12.1.3 how frequently they are to be paid; 12.1.4 (where relevant) whether any of our charges are to be increased or reduced by any

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sums we, or an associate of ours, may receive in connection with transactions we carry out with or for you.

12.2 Expenses You agree, when, and at or before the times we ask you, to reimburse us for all the costs and expenses we incur in the carrying out of our discretionary services. The costs will include, but not be limited to: 12.2.1 any costs and expenses referred to in our Schedule of Charges and as agreed between

us in writing; 12.2.2 transaction costs; 12.2.3 commissions, transfer fees, registration fees, taxes and similar liabilities and costs.

12.3 Changes in charges Our Charges may be changed from time to time. We will let you have written notice of any changes before we implement them.

12.4 Late payment Details of the provisions that apply when you do not pay amounts owed to us can be found in our General Terms of Business.

13. ENDING THE AGREEMENT

13.1 Notice of ending 13.1.1 You may end the Agreement by giving us written notice at any time - the Agreement

will end when we receive your notice. 13.1.2 We may end the Agreement by giving you one month's written notice at any time. 13.1.3 We may also end the Agreement with immediate effect by written notice if either, you

breach any of the terms of the Agreement, or we need to do so for regulatory or operational reasons.

Please bear in mind that if you give us notice to end the Agreement with immediate effect and ask us to sell your investments this could result in losses.

13.2 Transactions in progress When the Agreement ends transactions in progress to which we are committed will be completed.

13.3 Financial consequences of ending When the Agreement ends we may charge you for: 13.3.1 periodic charges which have accrued and are due; 13.3.2 any additional expenses we necessarily incur on termination of the Client Agreement; 13.3.3 any losses necessarily realised by us or our appointed nominee in settling or

concluding outstanding obligations; 13.3.4 costs incurred if instructed to move the portfolio to another provider, We will not ask you for any additional payment other than stipulated in the Schedule of Charges.

13.4 Investments When the Agreement ends we will account to you promptly for investments in your portfolio and ask nominees and eligible custodians holding your investments to do the same. However, you authorise us to retain or realise such investments of yours as may be necessary to settle any outstanding transactions and pay off any of your outstanding obligations to us.

13.5 Death and legal incapacity 13.5.1 Where you are an individual, your death will not terminate any obligations under the

Agreement. Following the receipt of written notification of your death, we will advise your personal representative as to the appropriate documentation required by us. Please note that we will not act on any instructions until acceptable documentation has been provided to us.

13.5.2 In the event of your legal incapacity, our relationship will terminate automatically upon our receipt of written notice unless you have granted a power of attorney under which we can continue to act. We reserve the right to require proof or further details of your legal incapacity.

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13.5.3 Where a power of attorney has been granted over your account, we will continue to administer the account in accordance with the attorney’s instructions until such time as the power of attorney is revoked, or until the time of your death.

14. GENERAL

14.1 Amendments

14.1.1 You must notify us in writing of any proposed amendments to the Agreement which will take effect only when accepted by us and we will notify you in writing as to whether we are prepared to accept proposed amendments or not.

14.1.2 Amendments proposed by us will take effect on the date notified to you by us, which shall be a date not less than 7 days after the date you receive our notice unless circumstances (such as legal or regulatory requirements) dictate a shorter period.

14.2 Assignment/transfer The Agreement is personal to you and you may not assign or transfer any of your rights or responsibilities under it. We may, upon giving you one month's prior written notice, assign our rights and/or transfer our responsibilities under the Agreement.

14.3 Partial invalidity If any provision of the Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provision of the Agreement nor the legality, validity or enforceability of such provisions under the law of any other jurisdiction shall be affected or impaired.

14.4 Terms for our benefit Any failure to exercise or any delay in exercising a right, power or remedy provided by these Bespoke Discretionary Services Terms and Conditions or at law will not constitute a waiver of or bar to the enforcement or exercise of the right, power or remedy or a waiver or bar to the enforcement or exercise of other rights, powers or remedies. No single or partial exercise of a right, power or remedy provided by law or under these Terms will preclude the exercise of any other right, power or remedy.

14.5 Records Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not object to the admission of our records as evidence in any legal or regulatory proceedings because such records are not originals, are not in writing or are documents produced by computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you either on request, at our absolute discretion, or as required by law or regulation. We will maintain your records for the minimum period prescribed by the Rules. You will not be at liberty to request the destruction or deletion of any record pertaining to yourself unless we are required to do so by force of law or other regulatory requirement.

14.6 Governing law The Agreement is governed by and shall be construed in accordance with the laws of Guernsey and shall be subject to the non-exclusive jurisdiction of the courts of Guernsey. April 2016

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EXPLANATORY NOTICE ON WARRANTS AND DERIVATIVES When exercising our discretion it is not our policy to use derivatives for speculation or gearing. We only use derivatives for risk reduction or efficient portfolio management. This notice does not disclose all of the risks and other significant aspects of derivatives products such as options but is designed to give you an overview of some of the additional risks. You should not deal in derivatives unless you understand the nature of the contract you are entering into and the extent of your exposure to risk. You should also be satisfied that the contract is suitable for you in the light of your circumstances and financial position. Whilst warrants and derivative instruments can be utilised for the management of investment risk, some investments are unsuitable for many investors. Different instruments involve different levels of exposure to risk, and in deciding whether to trade in such instruments you should be aware of the following points: 1. Warrants

A warrant is a time-limited right to subscribe for shares, debentures, loan stock or government securities and is exercisable against the original issuer of the underlying securities. A relatively small movement in the price of the underlying security results in a disproportionately large movement, unfavourable or favourable, in the price of the warrant. The prices of warrants can therefore be volatile. It is essential for anyone who is considering purchasing warrants to understand that the right to subscribe which a warrant confers is invariably limited in time with the consequence that if the investor fails to exercise this right within the predetermined time-scale then the investment becomes worthless. You should not buy a warrant unless you are prepared to sustain a total loss of the money you have invested plus any commission or other transaction charges.

2. Off-exchange warrant transactions Transactions in off-exchange warrants may involve greater risk than dealing in exchange traded warrants because there is no exchange market through which to liquidate your position, or to assess the value of the warrant or the exposure to risk. Bid and offer prices need not be quoted, and even when they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price.

3. Futures

Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle your position with cash. They carry a high degree of risk. The “gearing” or “leverage” often obtainable in futures trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small market movement can lead to a proportionately much larger movement in the value of your investment, and this can work against you as well as for you. Futures transactions have a contingent liability, and you should be aware of the implications of this, in particular the margining requirements, which are set out in paragraph (8) below. Brooks Macdonald does not deal in Futures.

4. Options There are many different types of options with different characteristics subject to different conditions: Buying options: The buyer of an option has the right but not the obligation to buy or sell an asset at a pre-agreed price on or before a given date. There are two types of options, Calls and Puts. The buyer of a Call

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option acquires the right but not the obligation to buy an underlying asset at a fixed price. The buyer of a Put option acquires the right but not the obligation to sell an underlying asset at a fixed price. The buying of options involves limited risk as you cannot lose more than your original investment (premium). If the price of the underlying asset does not go in the anticipated direction, you simply leave your option to expire without exercising it and lose your premium.

Writing options: If you write an option, the risk involved is considerably greater than buying options. You may be

liable for margin to maintain your position and a loss may be sustained well in excess of any premium received. By writing an option, you accept a legal obligation to purchase or sell the underlying asset if the option is exercised against you, however far the market price has moved away from the exercise price. If you already own the underlying asset which you have contracted to sell (known as "covered options") the risk is reduced. If you do not own the underlying asset (known as "uncovered options") the risk can be unlimited. Only experienced persons should contemplate writing uncovered options, and then, only after securing full details of the applicable conditions and potential risk exposure.

Traditional options: A particular type of option called a "traditional option" is written by certain London Stock

Exchange firms under special exchange rules. These may involve greater risk than other options. Two way prices are not usually quoted and there is no exchange market on which to close out an open position or to effect an equal and opposite transaction to reverse an open position. It may be difficult to assess its value or for the seller of such an option to manage his exposure to risk.

Certain options markets operate on a margined basis, under which buyers do not pay the full premium on their option at the time they purchase it. In this situation you may subsequently be called upon to pay margin on the option up to the level of your premium. If you fail to do so as required, your position may be closed or liquidated in the same way as a futures position.

5. Contracts for differences Futures and options contracts can also be referred to as a Contract for Differences. These can be

options and futures on the FTSE 100 index or any other index, as well as currency, stocks and interest rate swaps. However, unlike other futures and options, these contracts can only be settled in cash. Investing in a contract for differences carries the same risks as investing in a future or an option and you should be aware of these as set out in paragraphs (1) and (2) respectively. Transactions in Contracts for Differences may also have a contingent liability and you should be aware of the implications of this as set out in the paragraph (8) below.

6. Off exchange transactions

It may not always be apparent whether or not a particular derivative is effected on exchange or is an off exchange derivative transaction. While some off-exchange markets are highly liquid, transactions in off-exchange or “non transferable” derivatives may involve greater risk than investing in on-exchange derivatives because there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of the position arising from an off-exchange transaction, or to assess the exposure to risk. Bid and offer prices need not be quoted, and, even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price.

7. Foreign markets Foreign markets will involve different risks from UK markets. In some cases the risks will be

greater. On request, your account manager must provide an explanation of the relevant risks and protections (if any) which will operate in any relevant foreign markets, including the extent to which he will accept liability for any default of a foreign broker through whom he deals. The potential for profit or loss from transactions on foreign markets or in foreign denominated contracts will be affected by fluctuations in foreign exchange rates.

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8. Contingent liability transactions Contingent liability transactions which are margined require you to make a series of payments against the purchase price, instead of paying the whole purchase price immediately. If you trade in futures, contracts for differences or sell options you may sustain a total loss of the margin you deposit to establish or maintain a position. If the market moves against you, you may be called upon to pay substantial additional margin at short notice to maintain the position. If you fail to do so within the time required, your position may be liquidated at a loss and you will be liable for any resulting deficit. Even if a transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when you entered the contract. Except in limited circumstances your account manager may only carry out margined or other contingent liability transactions with or for you if they are traded on or under the rules of a recognised or designated investment exchange. Contingent liability transactions which are not traded on or under the rules of a recognised or designated investment exchange may expose you to substantially greater risks.

9. Limited liability transactions Before entering into a limited liability transaction, you may ask for a formal written statement confirming that the extent of your loss liability on each transaction will be limited to an amount agreed by you before you enter into the transaction. The amount you can lose in limited liability transactions will be less than in other margined transactions, which have no predetermined loss limit. Nevertheless, even though the extent of loss will be subject to the agreed limit, you may sustain the loss in a relatively short time. Your loss may be limited, but the risk of sustaining a total loss to the amount agreed is substantial.

10. Collateral

If you deposit collateral as security the way in which it will be treated will vary according to the type of transaction and where it is traded. There could be significant differences in the treatment of your collateral depending on whether you are trading on a recognised or designated investment exchange, with the rules of that exchange (and associated clearing house) applying, or trading off exchange. Deposited collateral may lose its identity as your property once dealings on your behalf are undertaken. Even if your dealings should ultimately prove profitable, you may not get back the same assets which you deposited and may have to accept payment in cash. You should ascertain how your collateral will be dealt with. Brooks Macdonald will only trade on a recognised or designated investment exchange, with the rules of that exchange (and associated clearing house), applying to the treatment of your collateral, and will not trade off exchange.

11. Suspensions of trading

Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted. Placing a stop-loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price.

12. Clearing house protections On many exchanges, the performance of a transaction is "guaranteed" by the exchange or its

clearing house. However, this guarantee is unlikely in most circumstances to cover you, the customer, and may not protect you if another party defaults on its obligations to you. On request, we will explain any protection provided to you under the clearing guarantee applicable to any on-exchange derivatives in which you are dealing. There is no clearing house for traditional options, nor normally for off-exchange instruments which are not traded under the rules of a recognised or designated investment exchange.

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13. Insolvency

Insolvency of any other brokers involved with your transaction may lead to positions being liquidated or closed out without your consent. In certain circumstances, you may not get back the actual assets which you lodged as collateral and you may have to accept any available payment in cash. On request, your account manager must provide an explanation of the extent to which we will accept liability for any insolvency of, or default by, other brokers involved with your transactions.

April 2016

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DEALINGS IN SECURITIES WHICH MAY BE SUBJECT TO STABILISATION

Brooks Macdonald or its representatives may, from time to time, recommend transactions in securities to you, or carry out such transactions on your behalf, where the price may have been influenced by measures taken to stabilise it. You should read the explanation below carefully. This is designed to help you judge whether you wish your funds to be invested at all in such securities and, if you do, whether you wish: (1) to be consulted before Brooks Macdonald carries out any such transaction on your behalf; or (2) to authorise Brooks Macdonald to carry out any such transaction on your behalf without first

having to consult you.

What is stabilisation? Stabilisation enables the market price of a security to be maintained artificially during the period when a new issue of securities is sold to the public. Stabilisation may affect not only the price of the new issue but also the price of other securities relating to it. Stabilisation is allowed in some jurisdictions in order to help counter the fact that, when a new issue comes onto the market for the first time, the price can sometimes drop for a time before buyers are found. Stabilisation is carried out by a ‘stabilisation manager’ (normally the firm chiefly responsible for bringing a new issue to market). As long as the stabilising manager follows a strict set of rules, he/she is entitled to buy back securities that were previously sold to investors or allotted to institutions which have decided not to keep them. The effect of this may be to keep the price at a higher level than it would otherwise be during the period of stabilisation. The stabilisation rules: (1) limit the period when a stabilising manger may stabilise a new issue; (2) fix the price at which he may stabilise (in the case of shares and warrants but not bonds); and (3) require him/her to disclose that he/she may be stabilising that he/she is actually doing so.

The fact that a new issue or a related security is being stabilised should not be taken as any indication of the level of interest from investors, nor of the price at which they are prepared to buy the securities. April 2016